AllThingsD » Fenwick & West

Hewlett-Packard General Counsel Holston Is Out

Arik Hesseldahl — Mon, 12 Dec 2011 21:24:59 +0000

Hewlett-Packard just announced that its general counsel, Michael Holston, is leaving the company.

While it makes sense that new CEO Meg Whitman probably wants some fresh blood in the legal office, the move comes at a delicate time legally for HP, as the company is heading into a trial with Oracle over the Itanium affair, not to mention routine shareholder lawsuits stemming from its $11.7 billion acquisition of Autonomy.

While a search is underway to replace Holston, HP said, David Healy, a partner in the Mergers & Acquisition Group at Fenwick & West, will serve in the interim as HP’s general counsel. Healy advised HP on its acquisition of Vertica and the deal to sell its video collaboration assets to Polycom.

Holston is former federal prosecutor who had been a partner at the law firm of Morgan Lewis when then-CEO Mark Hurd brought him in to investigate the messy pretexting scandal that rocked HP in 2006. (Here’s a transcript of Holston in a press conference explaining the firm’s work from September of that year.) In the book on that scandal, Anthony Bianco’s, “The Big Lie” Holston is portrayed as having saved Hurd from having to resign amid the scandal that hit when he was only a year on the job.

A profile of Holston by Fortune’s Adam Lashinsky, described him as Hurd’s “consigliere,” who ultimately had to turn against him when Hurd’s troubles involving a marketing contractor and expense reports led him to resign last year.

HP’s statement is below.

Michael J. Holston to Leave HP

PALO ALTO, CA–(Marketwire -12/12/11)- HP today announced that Michael J. Holston, executive vice president and general counsel, will leave the company to pursue other opportunities.

Prior to his joining HP, Holston supported the company as external counsel for more than 10 years on a variety of litigation and regulatory matters.

“Mike has been an exceptional leader at HP and a great contributor to the company’s mission,” said Meg Whitman, HP president and chief executive officer. “The entire company wishes him well in his future endeavors.”

HP also announced that David W. Healy, partner and co-chair, Mergers & Acquisition Group, Fenwick & West LLP, will act as HP’s general counsel on an interim basis. Healy represented HP on its recent acquisition of Vertica and its agreement to sell its Video Collaboration business unit to Polycom. Healy will oversee all legal activities during the interim period.

The company further announced that a formal search is underway for a replacement. Candidates from both inside and outside the company will be considered.

Series Seed Documents Legal Guru Ted Wang Speaks! (Plus Get Your Free Term Sheet Here)

Kara Swisher — Thu, 04 Mar 2010 13:30:38 +0000

BoomTown finally got to meet Silicon Valley lawyer Ted Wang today, which was kind of a thrill since most tight-lipped attorneys run in the other direction when they see me coming.

But Wang–who works for Fenwick & West and is a popular legal adviser to a spate of digital start-ups, such as Facebook, Aardvark and Twitter–has a lot to talk about with the launch of a new Web site called Series Seed Documents earlier this week.

It’s a laudable effort at simplifying the complex–especially since most lawyers mostly like to complexify the simple.

Instead, Wang has made templated but flexible legal documents available for free for entrepreneurs to use in seed-stage deals, and his effort is getting support from the top venture and angel investors in the arena, such as Andreessen Horowitz.

The point: So new companies don’t waste time and money negotiating often unnecessarily complicated–but usually standard–legal papers.

Wrote Wang in a blog post on the Series Seed site, titled “For the Faithful”:

Up until now, various smart people have talked or blogged about reducing the transaction costs associated with seed stage investment without rallying around a particular attack. Of course both entrepreneurs and investors would rather see their investment dollars used toward developing a new product and bringing it to market than toward what are usually routine transaction costs. The problem has been crafting a set of documents that provide adequate protections without being unduly burdensome. While traditional financing documents give broader rights and protections to investors, for a seed stage investment the benefits of simplification in the Series Seed documents outweigh the value of these additional rights and protections…

This endeavor will only be successful if the Documents gain widespread adoption–and that will require lawyers to get out of their comfort zones and think about the trade-offs suggested in the Documents. It will not be easy, but once a practitioner takes the plunge and makes the effort to think through the changes, I am convinced that a well thought-through standard set of seed documents will emerge. Moreover, if folks in our line of business do not come up with a set of documents that enable seed financings at a reasonable cost, the market is going to solve this problem in another way. To quote Gen Shinseki “[i]f you don’t like change, you are going to like irrelevance even less.”

Andreessen Horowitz, which was the first to agree to use Series Seed Documents, has been joined by a spate of high-profile angel and early-stage venture investors.

The group includes SV Angel’s Ron Conway, First Round Capital, “micro-cap” investor Mike Maples, SoftTechVC’s Jeff Clavier, True Ventures, Polaris Ventures, Charles River Ventures and Harrison Metal.

For a legal look-see, I embedded the four documents from Seed Series Documents below, which include: A Restated Certificate of Incorporation, an Investors’ Rights Agreement, a Series Seed Preferred Stock Purchase Agreement, and a Terms for Private Placement of Series Seed Preferred Stock of [Insert Company Name], Inc.

And here’s Wang talking about the effort–which he has been blogging about since 2007, actually–at Fenwick’s Mountain View, Calif., offices, with an impressive range of legal tomes behind him:

[ See post to watch video ]

SeriesSeedFormCOI

SeriesSeedIRA

SeriesSeedFormSPA

SeriesSeedTermSheet-1

Series Seed Documents–With an Assist From Andreessen Horowitz–To Help Entrepreneurs With Legal Hairballs

Kara Swisher — Mon, 01 Mar 2010 17:03:48 +0000

Series Seed Documents, templated documents for entrepreneurs to use for seed-stage deals, will be launched today, part of an effort by Silicon Valley lawyer Ted Wang and pushed by venture capital firm Andreessen Horowitz.

The point: So new entrepreneurs don’t waste time and money negotiating often unnecessarily complex legal papers.

Series Seed Documents was planning its announcement tonight, after briefing reporters. But BoomTown was alerted to the move by a tweet last week from Fenwick & West lawyer Wang that read: “Excited about launching Series Seed documents next week.”

Oops!

The Twitter post has since been taken down (but here is an image of it, below, natch!).

“Who even knew that a corporate attorney would have a Twitter account?” joked Marc Andreessen of Andreessen Horowitz in an interview this morning.

Actually, Wang (pictured here) is Twitter’s lawyer!

His practice, which focuses on representation of “emerging companies,” as noted on his Fenwick & West Web site, also includes Aardvark, Billshrink, Clicker, Facebook, Flixster and Widgetbox.

Andreessen Horowitz, which was the first to agree to use Series Seed Documents, will be joined by a spate of high-profile angel and early-stage investors.

“We want to make the process as transparent as possible, which is to say, we want to take all the mystery out it,” said Andreessen. “And it is online for everyone to understand.”

Of course, noted Andreessen, the price for the round is still open to negotiation, but wrangling over typically standard legal issues often hurts deals.

“The big reason we are doing it is that we think for these early stage round, bashing over these terms does damage only brings mistrust,” he said.

Andreessen noted that this template approach is only appropriate for small, early rounds of about $500,000 to $1 million.

“VCs who do angel rounds should be acting like a VC in a VC round and acting like an angel in an angel round,” he said. “The problems come when VCs act like VCs in angel rounds.”

Andreessen said using Series Seed Documents would cost start-ups about $7,000 compared with a low of $15,000 and up to $100,000 in many similar deals.

“It helps streamline the process and makes starting a company easier and more efficient,” said Conway of SV Angel, who is a well-known angel investor. “And cheaper–all in all, it is a benefit to both the entrepreneur and the investor.”

Venture Capital: It's a Downer

Pui-Wing Tam — Tue, 26 May 2009 22:09:49 +0000

Being able to secure venture capital financing in the recession is something of an achievement. But getting that money now appears to be coming at a cost.

According to a new survey from law firm Fenwick & West, the terms of venture financing in the first quarter of 2009 were heavily dominated by “down” rounds–industry jargon for saying that companies are getting much lower valuations than they previously commanded. Down rounds exceeded “up” rounds by 46 to 25 percent, with 29 percent flat, notes the survey. That’s the first time since the fourth quarter of 2003 that down rounds have outweighed up rounds.

That’s bad news for existing venture investors in a startup, whose piece of the company is devalued. It’s also bad news for startups, which are worth less than they once thought.

Read the rest of this post on the original site

The Naked VC: Tim Draper Unveils His Investing Secrets for Astia

Kara Swisher — Sat, 22 Nov 2008 03:27:00 +0000

Last night, I was the master of ceremonies, as I have been for several years, at the laudable annual Astia Awards Dinner, which celebrated venture capital firms that support women-led companies.

And VC Tim Draper really went above and beyond in showing–quite literally–his support for his female entrepreneurs.

The San Francisco-based nonprofit does work to accelerate funding and growth of early-stage women-led businesses in life sciences, high technology and clean technology, with chapters in Silicon Valley, London and New York.

The NVCA member firms honored at the show, which is sponsored by Deloitte and Fenwick & West, by Astia for making the most investments in companies with a woman CEO were Draper Fisher Jurvetson, InterWest Partners, Prolog Ventures and Redpoint Ventures.

In addition, Allan Will, founding managing director of Split Rock Partners, received the Deloitte Leadership in Mentoring Award for encouraging female CEOs in technology-based fields.

Other award winners this year included: Anu Acharya, founder and CEO of Ocimum Biosolutions, who got the Life Science Innovator Award; Diane Greene, founder of VMware, who was awarded the Technology Innovator Award; and Pam Marrone, founder and CEO of Marrone Organic Innovations, who received the Clean Tech Innovator Award.

But it was Draper who stole the show, held at the de Young Museum in San Francisco’s Golden Gate Park.

He could not attend, but made his presence known by doing a video in which Draper sings very badly, but with incredible enthusiasm.

But before he starts crooning, Draper takes off an article of clothing for every woman-led company he funded.

Let’s just say, while he should be proud of his investments in women CEOs, it would have gotten very dicey if DFJ had done just one more.

But see for yourself–or, more correctly, see a lot of Tim Draper, in this video:

[ See post to watch video ]